广东鸿图科技股份有限公司 验 资 报 告 众环验字(2023)0500024 号 广东鸿图科技股份有限公司： 验 资 报 告 众环验字(2023)0500024号 | | | 起始页码 | | --- | --- | --- | | 验资报告 | | 1 | | 附件 | 1：新增注册资本实收情况明细表 | 3 | | 附件 | 2：注册资本及股本变更前后对照表 | 4 | | 附件 | 3：验资事项说明 | 5 | 我们接受委托，审验了广东鸿图科技股份有限公司（以下简称"贵公司"）截至 2023 年 8 月 15 日止的新增注册资本及股本情况。按照法律法规以及协议、合同、章程的要求出 资，提供真实、合法、完整的验资资料，保护资产的安全、完整是全体股东及贵公司的责任。 我们的责任是对贵公司新增注册资本的实收情况发表审验意见。我们的审验是依据《中国注 册会计师审计准则第 1602 号——验资》进行的。在审验过程中，我们结合贵公司的实际情 况，实施了检查等必要的审验程序。 贵公司本次变更前的注册资本为人民币 528,878,866.00 元，股本为人民币 528,878,866.00 元。根据证监许可〔2023〕 ...

证券代码：002101 证券简称：广东鸿图 公告编号：2023-51 广东鸿图科技股份有限公司 第八届董事会第二十五次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 广东鸿图科技股份有限公司（以下简称"公司"或"本公司"）第八届董事会第 二十五次会议通知于2023年8月4日通过短信、电子邮件等形式向全体董事、监事发出。 会议于2023年8月10日以通讯表决方式召开，会议应参加董事11人，实际参加董事11人。 会议的召集、召开符合《公司法》及本公司章程的有关规定，会议合法有效。会议采 用投票表决的方式审议了相关议案并作出如下决议： 一、审议通过了《关于调整独立董事津贴的议案》； 公司拟提高独立董事的津贴，从原来的每人 8 万元/年提高到每人 10 万元/年。 本议案需经股东大会审议通过方可生效，如获得股东大会最终通过，从 2023 年 1 月 1 日起执行。 表决结果：同意 7 票，反对 0 票，弃权 0 票。独立董事李培杰、李军、郑四发、 陈海强对本议案回避表决。 二、审议通过了《关于确定内部董事薪酬的议案》； 董事会同意对公司董事兼副总裁宋选鹏 ...

广东鸿图科技股份有限公司独立董事 关于确定内部董事薪酬的独立意见 作为广东鸿图科技股份有限公司（以下简称"公司"）的独立董事，我们依 据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司独立董事规 则》《上市公司治理准则》《深圳证券交易所股票上市规则》等法律法规和规范 性文件及《公司章程》等有关规定，本着实事求是、认真负责的态度，基于独立 判断的立场，现就第八届董事会第二十五次会议审议的《关于确定内部董事薪酬 的议案》发表独立意见如下： 相关内部董事的薪酬方案符合公司实际经营情况及同行业和地区薪酬水平， 公平合理，审议程序符合有关法律、法规和《公司章程》的规定，符合上市公司 高管人员薪酬管理的规范性要求，不存在损害公司及股东利益的情形。因此，我 们一致同意相关议案。 独立董事：李培杰、李军、郑四发、陈海强 二〇二三年八月十日 ...

证券代码：002101 证券简称：广东鸿图 公告编号：2023-34 广东鸿图科技股份有限公司（以下简称"公司"）定于 2023 年 5 月 18 日（星 期四）15:00-17:00 在全景网举办 2022 年度业绩说明会，本次年度业绩说明会 将采用网络远程的方式举行，投资者可登陆全景网"投资者关系互动平台" （https://ir.p5w.net）参与本次年度业绩说明会。 出席本次说明会的人员有：公司董事长但昭学先生、财务总监刘刚年先生、 独立董事李培杰先生、董事会秘书黄一东先生。 为充分尊重投资者、提升交流的针对性，现就公司 2022 年度网上业绩说明 会提前向投资者公开征集问题，广泛听取投资者的意见和建议。投资者可于 2023 年 5 月 15 日（星期一）15：00 前访问 https://ir.p5w.net/zj/，或扫描下方二 维码，进入问题征集专题页面。公司将在 2022 年度网上业绩说明会上，对投资 者普遍关注的问题进行回答。 广东鸿图科技股份有限公司 关于举行2022年度网上业绩说明会的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 ...

Financial Performance - The company's revenue for Q1 2023 was CNY 1,608,931,138.40, representing a 4.35% increase compared to CNY 1,541,899,899.04 in the same period last year[5] - Net profit attributable to shareholders for Q1 2023 was CNY 77,199,417.16, up 5.30% from CNY 73,310,840.28 in Q1 2022[5] - The net profit after deducting non-recurring gains and losses was CNY 68,035,535.40, reflecting a 15.32% increase from CNY 58,997,031.56 in the previous year[5] - Total operating revenue for Q1 2023 was CNY 1,608,931,138.40, an increase of 4.3% compared to CNY 1,541,899,899.04 in Q1 2022[17] - Net profit for Q1 2023 was CNY 75,921,586.53, slightly up from CNY 75,700,878.05 in Q1 2022, indicating a growth of 0.3%[18] - The company reported a basic and diluted earnings per share of CNY 0.1460, compared to CNY 0.1386 in the previous year, representing an increase of 5.3%[18] Cash Flow and Financial Position - The company's cash flow from operating activities decreased by 29.75% to CNY 88,509,471.28, down from CNY 125,999,043.04 in Q1 2022[5] - Cash flow from operating activities for Q1 2023 was CNY 88,509,471.28, down from CNY 125,999,043.04 in Q1 2022, a decrease of 29.8%[20] - Cash and cash equivalents at the end of Q1 2023 were CNY 438,894,246.66, down from CNY 601,928,551.05 at the end of Q1 2022, a decline of 27.2%[20] - The net cash outflow from investing activities for Q1 2023 was CNY 226,746,064.36, compared to CNY 238,149,576.59 in Q1 2022, indicating a slight improvement in cash flow management[20] Assets and Liabilities - Total assets at the end of Q1 2023 were CNY 9,230,640,296.46, a 0.92% increase from CNY 9,146,776,794.39 at the end of the previous year[5] - Total current assets as of March 31, 2023, amount to ¥4,094,879,833.29, slightly up from ¥4,069,832,382.98 at the beginning of the year[15] - Total liabilities as of March 31, 2023, are ¥3,919,599,027.63, compared to ¥3,911,762,616.78 at the beginning of the year[16] - Short-term borrowings decreased to ¥265,320,000.00 from ¥344,500,000.00, a reduction of approximately 23%[16] - The company's total equity increased to ¥5,311,041,268.83 from ¥5,235,119,682.30, indicating a growth of about 1.45%[16] Shareholder Information - Total number of common shareholders at the end of the reporting period is 81,001[13] - The largest shareholder, Guangdong Science and Technology Venture Capital Co., Ltd., holds 18.11% of shares, totaling 95,773,700 shares[13] - The company has a total of 10 major shareholders, with the top four holding over 49% of the shares collectively[13] Operating Costs and Expenses - Total operating costs for Q1 2023 were CNY 1,534,176,025.94, up from CNY 1,470,005,351.97 in the same period last year, reflecting a rise of 4.4%[17] - The company incurred financial expenses of CNY 20,745,360.68 in Q1 2023, significantly higher than CNY 5,854,608.60 in Q1 2022, marking an increase of 253.5%[17] - Research and development expenses for Q1 2023 were CNY 70,408,071.61, compared to CNY 66,868,773.05 in Q1 2022, reflecting a growth of 5.7%[17] Other Income and Financing - The company reported a 51.18% decrease in other income, totaling CNY 841.46 million, mainly due to a reduction in government subsidies received[10] - The cash flow from financing activities decreased by 55.40% to CNY 12,622.54 million, attributed to a reduction in bank loan receipts compared to the previous year[11] - The company experienced a 162.75% increase in receivables financing, reaching CNY 5,684.27 million, due to an increase in bills received[8] - The company reported an investment income of CNY 1,600,445.06 in Q1 2023, a significant recovery from a loss of CNY 6,373.61 in the same period last year[17] - The company reported a significant increase in accounts receivable financing, rising to ¥56,842,660.38 from ¥21,633,846.19, a growth of approximately 162.5%[15] Accounts Receivable and Inventory - Accounts receivable increased to ¥1,707,591,843.04 from ¥1,627,129,358.05, reflecting a growth of approximately 4.23%[15] - Inventory decreased to ¥1,156,752,202.15 from ¥1,224,805,064.43, a decline of about 5.56%[15]

Financial Performance - The company achieved a revenue of CNY 4,776,658,627.82 in the casting manufacturing sector, with a year-on-year increase of 22.56%[10] - The gross margin for the casting manufacturing sector was 18.37%, a decrease of 0.26% compared to the previous year[10] - The company produced 91,478.85 tons of casting products, representing an 11.40% increase in production volume year-on-year[10] - The company’s export revenue reached CNY 1,297,153,308.30, with a year-on-year growth of 24.22%[10] - The company’s internal sales revenue was CNY 5,374,593,351.79, reflecting an 8.38% increase compared to the previous year[10] - The company’s net cash flow from operating activities increased by CNY 408,429,800, an 85% growth, primarily due to non-cash costs[20] - The total revenue for Guangdong Hongtu in 2022 was ¥6,671,746,660.09, representing an increase of 11.13% compared to ¥6,003,325,507.03 in 2021[200] - The net profit attributable to shareholders in 2022 was ¥465,389,615.77, a significant increase of 55.10% from ¥300,051,994.32 in 2021[200] - The net profit after deducting non-recurring gains and losses was ¥359,968,621.61, up by 28.87% from ¥279,326,131.95 in the previous year[200] - The net cash flow from operating activities reached ¥888,931,048.12, which is a 27.39% increase compared to ¥697,783,898.51 in 2021[200] - Basic earnings per share for 2022 were ¥0.88, reflecting a growth of 54.39% from ¥0.57 in 2021[200] - The total assets of the company at the end of 2022 were ¥9,146,776,794.39, marking a 19.93% increase from ¥7,626,873,382.93 at the end of 2021[200] - The net assets attributable to shareholders increased to ¥4,985,801,868.66, a rise of 4.43% from ¥4,774,129,915.26 in 2021[200] - The weighted average return on equity was 9.57%, an increase of 3.15 percentage points compared to 6.42% in 2021[200] Research and Development - The company’s R&D personnel increased by 7.48% to 1,193, with a significant rise in the number of bachelor's degree holders by 30.66%[19] - The company plans to enhance its R&D capabilities and introduce advanced technology projects to drive business development and improve competitiveness[34] - The company's R&D investment amounted to ¥302,656,326.27 in 2022, representing a year-on-year increase of 7.45% from ¥281,671,916.40 in 2021[46] - R&D investment accounted for 4.54% of total revenue in 2022, a slight decrease of 0.15% compared to 4.69% in 2021[46] - The company has established a precision die-casting engineering technology research center, collaborating with several prestigious universities to enhance key technologies in the die-casting field[10] Corporate Governance - The company maintains a governance structure that complies with relevant laws and regulations, with no unresolved governance issues[38] - The company has established a transparent performance evaluation and incentive mechanism for senior management, ensuring compliance with legal standards[38] - The board of directors and supervisory board operate independently, with no interference from the controlling shareholder[38] - The company has implemented a robust investor relations management system, ensuring effective communication with stakeholders[38] - The company has established a remuneration management system for directors, supervisors, and senior management, ensuring compliance and improvement in compensation management[74] - The company has maintained strict compliance with corporate governance and decision-making processes, ensuring timely and effective execution of board resolutions[78] - The company has not reported any significant risks during the supervisory activities of the supervisory board in the reporting period[80] - The company has optimized its internal control system to enhance risk management and ensure the achievement of internal control objectives[89] - The company has confirmed that there were no significant changes in accounting policies or estimates during the reporting period[181] - The company has maintained a commitment to corporate governance and social responsibility throughout its operations[182] Environmental Compliance - The company and its subsidiaries, including Nantong Hongtu and Siweier, are classified as key pollutant discharge units by environmental protection authorities[118] - All construction projects have obtained environmental impact assessment approvals and relevant permits in compliance with environmental laws and regulations[118] - The company holds multiple pollution discharge permits, with validity periods ranging from 2020 to 2027 for various facilities[119] - Wastewater treatment facilities have been established, ensuring that wastewater meets discharge standards before entering municipal sewage systems[125] - Emission levels for wastewater parameters such as total nickel (0.0282 mg/l) and COD (16.298 mg/l) are below the regulatory limits[123] - The company has implemented dust collection systems in its processing workshops to meet air quality standards[124] - Emergency response plans for environmental incidents have been developed and filed with environmental authorities[127] - The company complies with various environmental protection laws, including the Air Pollution Prevention and Control Law and the Water Pollution Prevention and Control Law[118] - The company has made investments in environmental governance and pays environmental protection taxes as required[128] - The company has implemented a comprehensive wastewater treatment system that includes advanced filtration and reverse osmosis technologies[147] - The total nitrogen discharge from the wastewater treatment at the Nantong facility is reported at 0.6293 tons per year[143] - The company has not reported any exceedances in pollutant emissions during the reporting period[143] Employee Engagement and Welfare - The company has established a comprehensive employee welfare program, including training and various recreational activities to enhance employee engagement and satisfaction[168] - The company emphasizes employee training and development, establishing a three-tier training system[102] - The company has established a long-term performance recognition system to enhance employee engagement and organizational effectiveness[82] - The company has implemented a comprehensive incentive system to motivate employees and improve organizational performance, ensuring that employee compensation remains above the industry average[82] - The company has a total of 7,613 employees, with 5,494 in production, 1,396 in technical roles, and 114 in sales[101] - The company plans to grant up to 5.28 million restricted stock options to no more than 264 incentive recipients, pending approval from the relevant authorities[108] - The company provided a total of CNY 749,700 in charitable donations to support employees facing significant hardships during the reporting period[168] - The company donated a total of 1.608 million yuan for various public welfare activities during the reporting period[8] - The company participated in poverty alleviation and rural revitalization efforts, donating 1 million yuan to support these initiatives[170] Strategic Partnerships and Market Position - The company has established long-term strategic partnerships with several well-known domestic and international enterprises, receiving high recognition for product quality and service efficiency[168] - The company plans to expand its strategic partnerships and increase market share, particularly in key areas related to new energy vehicles[35] - The company has built long-term strategic partnerships with suppliers, ensuring contract fulfillment and mutual benefit[7] Safety and Risk Management - The company maintained a zero major safety production accident record throughout 2022, adhering to a safety-first culture[9] - The company has developed a comprehensive safety production management system, including training and emergency response plans[9] - The company has not identified any significant deficiencies or risks in its governance structure during internal audits[138] - The company has established measures to compensate for any dilution of immediate returns to shareholders[1] Shareholder Relations - The company has committed to protecting the rights of minority shareholders by ensuring transparency and participation in major decision-making processes, including separate voting for minority shareholders[168] - The company has not reported any non-operating fund occupation by controlling shareholders or related parties during the reporting period[161] - The company has implemented strict internal controls and information disclosure practices to safeguard investor interests and maintain compliance with relevant laws and regulations[168] - The company plans to maintain a cash dividend policy, distributing at least 30% of the average distributable profits over the last three years annually, ensuring continuity and stability in profit distribution[159] - The company reported a positive net profit available for distribution to shareholders but did not propose a cash dividend for 2022 due to increased investment and working capital needs[86] - The company plans to retain undistributed profits for the next fiscal year to support investment projects and enhance risk resilience[86]

Group 1: Financial Performance - The gross margin for the gearbox products is slightly higher than the average gross margin, approximately 27%-28% [2][3] - The company’s sales growth is primarily driven by maintaining existing customers and developing new projects, alongside actively exploring new clients for new product orders [3][4] Group 2: Customer Base and Market Strategy - Japanese customers account for over 30% of the sales in automotive products [3][4] - The company aims to expand into the German automotive market, targeting brands like BMW and Volkswagen, despite current geographical challenges [3][4] Group 3: Production Capacity and New Business Development - There is currently no overcapacity in production; investments in capacity are aligned with market demand [4] - The company has successfully developed over 20 models of new energy vehicles, with more than 10 currently in production, supplying primarily to Nissan [4]

Group 1: Company Overview - Guangdong Hongtu Technology Co., Ltd. primarily produces automotive components such as oil pans, cylinder head covers, engine brackets, transmission housings, and clutch housings, mainly used in automotive engines and transmission systems [2]. - The company’s domestic customers are mainly joint venture car manufacturers, while international customers are primarily located in the United States and Japan, with export business accounting for 50% of total sales revenue [3]. Group 2: Production Capacity and Efficiency - The production capacity utilization rate at the main facility in Gaoyao is over 80%, while the Nantong facility, being in the initial stage of mass production, has a utilization rate of approximately 50-60% [3]. - The company is gradually implementing automation in its production processes, currently utilizing over a hundred robotic devices [3]. Group 3: Market Strategy and Future Plans - The company has established strategic production bases in South China, East China, and Central China, with plans to maintain an annual sales scale of approximately 2 billion yuan from the Gaoyao headquarters [4]. - In the next three to five years, the Nantong facility will primarily fulfill orders from General Motors, while the Wuhan facility aims to develop new customers such as Dongfeng Honda and Cummins [4]. Group 4: Competitive Position and Product Development - Guangdong Hongtu ranks among the top in the aluminum die-casting industry in China, benefiting from collaborations with foreign car manufacturers that enhance its capabilities [3]. - The company’s future product development will rely on its product development and quality management capabilities, focusing on high-precision and high-value-added products [3].